GameSquare Holdings Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
As previously announced, on June 17, 2024, FaZe Media Holdings, LLC, a Delaware limited liability company (the “GameSquare SPV”) and subsidiary of GameSquare Holdings, Inc. (the “Company”), M40A3 LLC, a Delaware limited liability company, Gigamoon Media LLC, a Delaware limited liability company (“Gigamoon”), and FaZe Media, Inc., a Delaware corporation, and majority-owned entity of the Company (“FaZe Media”) entered into a Secondary Preferred Stock Purchase Agreement for the sale to Purchaser of 5,725,000 shares of Series A-1 Preferred Stock, $0.0001 par value per share (the “Series A-1 Preferred Stock”), at a purchase price of $1.66 per share, on the terms and subject to the conditions set forth in the Preferred Stock Purchase Agreement (the “Transaction”).
In connection with such Transaction, on April 2, 2025, GameSquare, GameSquare SPV, and Gigamoon (collectively, the “Parties”) entered into an Exchange Agreement, effective April 1, 2025 (the “Exchange Agreement”), pursuant to which, the Parties desire to accelerate the exercise date under that certain Senior Secured Convertible Promissory Note dated as of December 16, 2024, in the principal amount of Ten Million Dollars ($10,000,000.00), made by GameSquare and GameSquare SPV in favor of Gigamoon (as amended, the “Note”). Pursuant to the terms of the Exchange Agreement, GameSquare SPV shall transfer to Gigamoon the 5,725,000 shares of Series A-1 Preferred Stock, and issue 87,946 shares of common stock, $0.0001 par value per share of GameSquare, determined in accordance with Section 2(b) of the Note.
The Exchange Agreement contains a number of representations and warranties made by Gigamoon, on the one hand, and GameSquare and GameSquare SPV on the other hand, made solely for the benefit of the other. The representations and warranties are customary for transactions similar to the Transaction.
The foregoing summary of the Exchange Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Exchange Agreement, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Exchange Agreement by and among GameSquare Holdings, Inc., FaZe Media Holdings, LLC, and Gigamoon Media, LLC. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GAMESQUARE HOLDINGS, INC. | ||
| (Registrant) | ||
| Date: April 8, 2025 | By: | /s/ Justin Kenna |
| Name: | Justin Kenna | |
| Title: | Chief Executive Officer and Director | |